Dell delays shareholder vote on buyout, indicating lack of support

Michael Dell, founder and chief executive of Dell, is having trouble persuading investors to support his takeover plan.

Michael Dell, founder and chief executive of Dell, is having trouble persuading investors to support his takeover plan. (Paul Hilton / Bloomberg News)

Andrea Chang

Dell Inc. has postponed a shareholder vote on its $24.4-billion buyout plan, a sign that not enough investors were on board with founder and Chief Executive Michael Dell's bid to take the company private.

The PC maker delayed the vote Thursday shortly after it began a special meeting of shareholders in Round Rock, Texas, where the company is based. Dell released a short statement saying no vote was taken on the proposed transaction before the meeting adjourned.

Many large investors had signaled their opposition to the plan in the days leading up to Thursday's gathering. With its future on the line, Dell will try to woo supporters with the extra time.

The meeting was pushed back to Wednesday afternoon. The record date for stockholders entitled to vote remains June 3.

Under Michael Dell's going-private proposal announced in February, the struggling PC maker would be acquired by the founder and investment firm Silver Lake for $13.65 a share. Microsoft Corp. would invest $2 billion.

That bid faces a competing offer by billionaire activist investor Carl Icahn and Southeastern Asset Management. Under their plan, Dell would remain a public company and shareholders would receive $14 a share and a warrant for every four shares that they tender. The warrants could be used to purchase Dell shares for $20 in the future.

Icahn and Southeastern Asset Management released a statement Thursday saying it was “unfortunate, although not surprising” that Dell had delayed the special meeting.

“We believe that this delay reflects the unhappiness of Dell stockholders with the Michael Dell/Silver Lake offer, which we believe substantially undervalues the company,” the statement said. “This is not the time for delay but the time to move Dell forward.”

Icahn has been vocal about his opposition to Michael Dell's plan and has repeatedly sweetened his offer to persuade shareholders to vote against the founder's plan. He has also publicly slammed Dell's board and indicated that if his plan succeeded he would replace Michael Dell as company CEO.

It's unclear whether Michael Dell and Silver Lake will up their offer. Before Thursday's meeting, they signaled that they didn't intend to do so.

If a deal falls through, it would be a blow for Dell, who founded the company that would become Dell from his college dorm room, and would probably mean a significant drop in Dell's stock price.

Shares of Dell were up 27 cents, or 2.1%, to $13.15 at 10:55 a.m. PDT on Thursday.